PRICES AND PAYMENT TERMS
You agree that the Products contain proprietary information and materials, such as videos, coursework/exercises, lesson plans, class materials and modules, photographs, software, text, graphics, images, and sound recordings (collectively, “Product Content”) that are owned by LaYinka Sanni are protected by copyright, trademark, and other applicable intellectual property laws. Duplicating, sharing, or uploading any Product Content, including to any sharing or social media sites, is considered stealing, and LaYinka Sanni will prosecute such misconduct to the fullest extent permitted by law.
LaYinka Sanni provides you with the Products solely for your personal, non-commercial use, and you agree that you will not use any of the Product Content in any way whatsoever except for use in compliance with this Agreement. You will not use any Product Content in a manner that constitutes an infringement of LaYinka Sanni’s rights or that has not been authorised by LaYinka Sanni. More specifically, unless explicitly authorised in this Agreement, you may not modify, copy, reproduce, republish, upload, post, transmit, rent, lease, loan, translate, sell, create derivative works of, exploit, or distribute in any manner or medium (including by email or other electronic means) any Product Content. You may, however, from time to time, download and/or print one copy of individual pages of the Product Content for your personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices.
To be clear: Please be aware that you are prohibited from creating derivative works, resource guides, source material, intellectual property, websites, blogs, web content, or any other works that reference LaYinka Sanni, the Products, or the Product Content, or infringe on any of LaYinka Sanni’s intellectual property in any way. All copyrights, trademarks, and other intellectual property rights in and to the Products and the Product Content (including the compilation of content, postings, links to other internet resources, and descriptions of those resources) are owned by LaYinka Sanni, which reserve all of their rights, title, and interests in law and equity. THE USE OF THE PRODUCTS, EXCEPT AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF LAYINKA SANNI AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT AND OTHER INFRINGEMENT.
The trademarks, service marks, and logos of LaYinka Sanni (the “LaYinka Sanni Trademarks”) used and displayed in the Products are registered and unregistered trademarks or service marks of LaYinka Sanni. Other company, product, and service names used and displayed in the Products may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with LaYinka Sanni Trademarks, the “Trademarks”). Nothing in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance in writing. All goodwill generated from the use of LaYinka Sanni Trademarks inures to our benefit.
THE PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” BASIS WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE IN CONNECTION WITH THE PRODUCTS.
ADDITIONAL TERMS AND CONDITIONS
A) LIMITATION OF LIABILITY
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) LAYINKA SANNI ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, CONTRACTORS, LICENSORS, SUCCESSORS, OR ASSIGNS SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR OUT OF YOUR USE OF THE PRODUCTS OR PURCHASES HEREUNDER; AND (II) YOUR DIRECT DAMAGES SHALL BE LIMITED TO THE FEES YOU PAID FOR THE APPLICABLE PRODUCT. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.
B) BINDING EFFECT
This Agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators, and permitted assigns of the parties. We may assign this Agreement at any time without notice to you. You have no right to assign this Agreement, by operation of law or otherwise. The Products are non-transferable.
LaYinka Sanni is committed to providing all customers with a positive experience. If you fail, or LaYinka Sanni suspects that you have failed, to comply with any of the provisions of this Agreement, LaYinka Sanni, in its sole discretion and on notice to you, may: (a) limit, suspend, or terminate your access to the Products and/or you participation in program without refund; and/or (b) terminate this Agreement. Your obligations to LaYinka Sanni under this Agreement will survive expiration or termination of this Agreement for any reason.
LaYinka Sanni reserves the right at any time to modify this Agreement and to impose new or additional terms or conditions on your access and use of the Products. Such modifications and additional terms and conditions shall be effective immediately and incorporated into this Agreement. Your continued use of the Products will be deemed your acceptance thereof. The changes may be listed in an area accessible to you on LaYinka Sanni ’s website or you may be notified by either e-mail or postal mail. If you have any questions, please contact our legal department directly at: email@example.com.
By purchasing Products and/or using the Products, you, to the extent permitted by applicable laws, agree to defend, indemnify, and hold harmless LaYinka Sanni, its owners, officers, directors, employees, affiliates, contractors, licensors, successors, or assigns from and against any and all liabilities and expense whatsoever — including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorneys’ fees, and disbursements — which any of them may incur or become obligated to pay arising out of or resulting from your breach of this Agreement and/or your misuse of Products. You recognise and agree that all of LaYinka Sanni’s owners, officers, directors, employees, shareholders, trustees, affiliates, and successors shall not be held personally responsible or liable for any actions or representations of LaYinka Sanni.
F) CLASS ACTION WAIVER
You agree that any arbitration or proceeding shall be limited to the Dispute between you and us individually. To the full extent permitted by law, (a) no arbitration or proceeding shall be joined with any other; (b) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilise class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
G) EQUITABLE RELIEF
You acknowledge and agree that in the event of a breach or threatened violation of LaYinka Sanni’s intellectual property rights and confidential and proprietary information by you, LaYinka Sanni will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. LaYinka Sanni may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect its rights and property pending the outcome of the Arbitration referenced above. You consent to the personal and subject matter jurisdiction of United Kingdom courts for purposes of any such action by LaYinka Sanni.
H) ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and agreement of the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties.
I) COMPLIANCE WITH LAW
The parties shall comply with all applicable laws in performing this agreement. Whenever there is any conflict between any provision of this Agreement and any law, the law shall prevail. If the parties cannot resolve a dispute using our internal complaint handling procedure and either of us want to take court proceedings, the relevant courts of the United Kingdom will have exclusive jurisdiction in relation to this agreement. Relevant United Kingdom law will apply to this agreement.
J) NO WAIVER
The failure of any party to insist on the performance of any obligation hereunder shall not be deemed to be a waiver of such obligation. Waiver of any breach of any provision shall not be deemed to be a waiver of any other breach of such provision or any other provision.